ex101.htm


    EXHIBIT
10.1

     

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

     

     

    SHARE
PURCHASE AND SALE AGREEMENT

     

     

     

     

     

     

    December
14, 2009

     

     

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    SHARE
PURCHASE AND SALE AGREEMENT

     

    THIS
SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”), dated the 14th day of
December, 2009, is entered into by and among Bobby Smith, Jr., Frances Mize
(each, a “Purchaser” and collectively, the “Purchasers”), Michel Lemoine, Yamit
Lemoine, Steve Kravitz, Joseph R. Pierre-Louis, H. Bradley Ress, and Talles
Investments, Inc., a Florida corporation (each a “Seller” and collectively, the
“Sellers”).

     

    WHEREAS,
the Purchasers severally desire to purchase an aggregate of 5,828,235 shares
(the “Shares”) of common stock, no par value per share (the “Common Stock”), of
Dragon’s Lair Holdings, Inc. (the “Company”), from the Sellers, and the Sellers
severally desire to sell the Shares to the Purchasers, in consideration for
payment of the Purchase Price (as defined below) by the Purchasers to
Sellers;

     

    WHEREAS,
Michel Lemoine is the President, Chief Executive Officer and Chairman of the
Board of Directors of the Company; and Yamit Lemoine and Talles Investments,
Inc. are the controlling shareholders of the Company (Michel Lemoine, together
with Yamit Lemoine and Talles Investments, Inc., the “Majority
Holders”);

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants,
representations and warranties contained herein, the parties hereto do hereby
agree as follows:

     

    
      	 
      	
              1.

            	
              TRANSFER
      OF SHARES, CONSIDERATION AND OTHER
MATTERS.

            


    

     

    1.1       Transfer of Shares.
Subject to the terms and conditions of this Agreement, the Sellers hereby sell,
assign, transfer, convey and deliver to the Purchasers, and the Purchasers
hereby purchase and acquire from Sellers, good and marketable title to the
Shares, free and clear of all mortgages, liens, encumbrances, claims, equities
and obligations to other persons of every kind and character except that the
Shares are “restricted securities” as set forth in Section 4.4
hereof.  Simultaneously herewith, Sellers are delivering to Purchasers
certificates duly endorsed for transfer or accompanied by duly executed
medallion guaranteed stock powers, together with such other documents or
instruments, if any, as may be necessary to convey the Shares to the Purchasers
as provided herein.

     

    1.2       Consideration. The
purchase price for the Shares purchased by the Purchasers is $296,094 (the
“Purchase Price”), payable to the Law Offices of Michael H. Hoffman, P.A.
(“Escrow Agent”) on behalf of the Sellers.  Attached hereto is Exhibit A, which
contains the name of each Seller and Purchaser the number of Shares represented
thereby, and the number of shares being purchased by each of the
Purchasers.

     

    1.3       Form of Payment. On
the Closing Date (as defined below), (i) each of the Sellers shall deliver to
the Purchasers certificates (the “Certificates”) representing the Shares
together with a medallion guaranteed stock power (the “Stock Powers”), which the
Purchasers are then purchasing, against delivery of the Purchase Price; and (ii)
the Purchasers shall pay the Purchase Price to the Escrow Agent.

     

    1.4       Closing. The date on
which the closing (the “Closing”) of the purchase and sale of the Shares is
hereinafter referred to as the “Closing Date.” The Closing will be deemed to
occur when (A) this Agreement has been executed and delivered by the Sellers and
the Purchasers (which delivery may be effected by facsimile transmission or by
e-mail of a Portable Document Format (PDF) file), and (B) full payment of the
Purchasers’ Purchase Price has been made by wire transfer of immediately
available funds in accordance with Section 1.3, and (C)
the Certificates and Stock Powers have been delivered to the
Purchasers.

     

    


    
      	 
      	
              2.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE MAJORITY
HOLDERS.

            


    

     

    The
Majority Holders severally represent, warrant and covenant to and with the
Purchasers as an inducement to the Purchasers to enter into this Agreement and
to consummate the transaction contemplated hereby as follows:

     

    2.1       Authorization of
Agreement. The Majority Holders are fully able, authorized and empowered
to execute and deliver this Agreement and any other agreement or instrument
contemplated by this Agreement and to perform their covenants and agreements
hereunder and thereunder.  This Agreement and any such other agreement
or instrument, upon execution and delivery by the Majority Holders (and assuming
due execution and delivery hereof and thereof by the other parties hereto and
thereto), will constitute a valid and legally binding obligation of the Majority
Holders, in each case enforceable against them in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws from time to time in
effect which affect creditors’ rights generally and by legal and equitable
limitations on the availability of specific performance and other equitable
remedies against such Seller under or by virtue of this Agreement or such other
agreement or instrument.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    2.2       Board Approval. Any
and all other actions taken by the Company since inception, have been duly
approved by resolutions passed by the Company’s Board of Directors, or a duly
authorized committee thereof.

     

    2.3       Consents. All
requisite consents of third parties, including, but not limited to, governmental
or other regulatory agencies, federal, state or municipal, required to be
received by or on the part of the Company for the execution and delivery of this
Agreement and the performance of its respective obligations hereunder have been
obtained and are in full force and effect. The Company has fully complied with
all conditions of such consents.

     

    2.4       No Shareholder Loans or
Other Company Debt to Sellers.  Each of the Sellers, if
applicable, has cancelled any loans made by such Seller to the Company otherwise
unrepaid on the date of this Agreement.  In addition, the Majority
Holders confirm hereby that nothing is owed to each Seller by the Company on the
date of this Agreement for loans made or otherwise.

     

    2.5       SEC Reports. The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act of 1933, as amended
(the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since
inception (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the
“SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension.  As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     

    2.6       Financial Statements.
The financial statements of the Company included in the SEC Reports comply in
all material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit
adjustments.

     

    2.7       Organization. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of Florida and has full power and authority to own, lease and
operate its properties and to carry on its business as now being and as
heretofore conducted. The Company is not qualified or licensed to do business as
a foreign corporation in any other jurisdiction and neither the location of its
assets nor the nature of its business requires it to be so
qualified.

     

    2.8       Capitalization. The
capitalization of the Company is as set forth in the SEC Reports. Schedule 2.8 sets
forth the number of shares of Common Stock owned beneficially, and of record, by
Affiliates of the Company as of the date hereof. The Company has not issued any
capital stock since its most recently filed periodic report under the Exchange
Act. No person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions
contemplated by the transaction documents. Except as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to subscribe for or acquire,
any shares of Common Stock, or contracts, commitments, understandings or
arrangements by which the Company is or may become bound to issue additional
shares of Common Stock or Common Stock Equivalents. The issuance and sale of the
Shares will not obligate the Company to issue shares of Common Stock or other
securities to any person (other than the Purchaser) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. All of the outstanding
shares of capital stock of the Company are validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder, the Board of Directors
or others is required for the issuance and sale of the Shares. There are no
stockholders agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s
shareholders.

      

    2.9       Articles of Incorporation
and Bylaws. Attached hereto as Exhibit B and Exhibit C
respectively is a true and complete copy of the Company’s Articles of
Incorporation and Bylaws as in effect on the date hereof.

     

    2.10     Officers and
Directors.  Attached hereto as Schedule 2.10 is a
list of the names and titles of all officers and directors of the Company, the
resignations of such officers and directors and the appointment of officers and
directors to fill the resulting vacancies is subject to the consummation of the
transaction contemplated hereby.

    
       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      2.11     Liabilities,
etc.

    

    
    

     

    (a) The
Company has filed all Federal, state and local tax returns which are required to
be filed by it and all taxes shown to be due thereon (together with any
applicable penalties and interest) have been paid. The Company has not incurred
any liability for taxes except in the ordinary course of business. The Company
has paid or provided adequate reserves for all taxes which have become due for
all periods prior to the date of this Agreement or pursuant to any assessments
received by it or which the Company is obligated to withhold from amounts owing
to any employee, creditor or other third party as at, or with respect to, any
period prior to the date of this Agreement. To the best knowledge of the
Majority Holders, the Federal income tax returns of the Company have never been
audited by the Internal Revenue Service. Except as set forth on Schedule 2.11(a)
attached hereto, the Company has not waived any statute of limitations in
respect of taxes, nor agreed to any extension of time with respect to a tax
assessment or deficiency.

     

    (b)       On
the date of Closing, there are no liabilities, debts or obligations of the
Company, whether accrued, absolute, contingent or otherwise
(“Liabilities”).

     

    2.12           Absence of Certain
Events. Other than as disclosed in its SEC Reports and in Current Reports
on Form 8-K, the Company has been conducted solely in the usual and ordinary
course. Without limiting the generality of the foregoing, the Company has
not:

     

    (a)           waived
any right or rights of substantial value or paid, directly or indirectly, any
Liability before such Liability became due in accordance with its terms;
or

     

    (b)           other
than in the ordinary and usual course of business, created any Liability
(whether absolute or contingent and whether or not currently due and payable),
or entered into or assumed any contract, agreement, arrangement, lease (as
lessor or lessee), license or other commitment otherwise than in the ordinary
and usual course of business; or

     

    (c)           purchased,
sold or transferred any assets other than in the ordinary and usual course of
the operations of the Company; granted any security interest or other lien or
encumbrance affecting any of its assets or properties other than in the ordinary
and usual course of business and in amounts not material; or amended any
agreement or contract to which the Company is a party or by which its assets and
properties are bound.

     

    2.13           Adverse Developments.
Except as disclosed in its SEC Reports, and particularly, in its Current Reports
on Form 8-K, there has been no material adverse change in the business,
operations or condition (financial or otherwise) of the Company; nor has there
been since such date, any damage, destruction or loss, whether covered by
insurance or not, materially or adversely affecting the business, properties or
operations of the Company.

     

    2.14           Actions and
Proceedings. The Company is not subject to any outstanding orders, writs,
injunctions or decrees of any court or arbitration tribunal or any governmental
department, commission, board, agency or instrumentality, domestic or foreign,
against, involving or affecting the business, properties or employees of the
Company or Sellers’ right to enter into and execute this Agreement. There are no
actions, suits, claims or legal, administrative or arbitration proceedings or
investigations, including any warranty or product liability claims (whether or
not the defense thereof or liabilities in respect thereof are covered by
policies of insurance) relating to or arising out of the business, properties or
employees of the Company pending or, to the best knowledge of the Sellers,
threatened against or affecting the Company.

     

    2.15           Compliance with Laws.
The Company has complied in all material respects with all laws, ordinances,
regulations and orders applicable to the conduct of its business, including all
laws relating to environmental matters, employees and working
conditions.

     

    2.16           Bank Accounts and Credit
Cards. As of the date hereof, the Company no longer maintains any bank
account, safe deposit box, credit or charge cards and has closed any respective
accounts therewith.

     

    2.17           Tax
Matters.

     

    (a)           The
Company has duly filed all material federal, state, local and foreign tax
returns required to be filed by or with respect to them with the Internal
Revenue Service or other applicable taxing authority;

     

    (b)           The
Company has paid all material taxes due, or claimed by any taxing authority to
be due, from or with respect to them;

     

    (c)           To
the best knowledge of the Company, there has been no material issue raised or
material adjustment proposed (and none is pending) by the Internal Revenue
Service or any other taxing authority in connection with the Company’s tax
returns;

     

    (d)           No
waiver or extension of any statute of limitations as to any material federal,
state, local or foreign tax matter has been given by or requested from the
Company; and

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    For the
purposes of this Section 2.17, a tax
is due (and must therefore either be paid or adequately reserved against in the
Company’s Financial Statements) only on the last date payment of such tax can be
made without interest or penalties, whether such payment is due in respect of
estimated taxes, withholding taxes, required tax credits or any other
tax.

     

    2.18           Material Changes.
Since the date of the latest audited financial statements included within the
SEC Reports, except as specifically disclosed in a subsequent SEC Report filed
prior to the date hereof, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to
GAAP or disclosed in filings made with the SEC, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the SEC any request for
confidential treatment of information.

     

    2.19           Transactions with Affiliates
and Employees. Except as set forth in the SEC Reports and in this
Agreement, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $60,000 other than for (i) payment of salary
or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including
stock option agreements under any stock option plan of the Company.

     

           3.               REPRESENTATIONS AND WARRANTIES OF
SELLERS REGARDING THE SHARES.  Each of the Sellers severally
represents, warrants and covenants to and with the Purchasers as an inducement
to the Purchasers to enter into this Agreement and to consummate the transaction
contemplated hereby as follows:

     

    3.1       Ownership of the
Shares. Each of the Sellers is the sole record and beneficial owner of
that portion of the Shares and holds his, her or its name on Schedule A attached
hereto. Each of the Sellers holds his, her or its respective Shares free and
clear of any lien, pledge, encumbrance, charge, security interest, claim or
right of another and has the absolute right to sell and transfer such Shares to
the Purchaser without the consent of any other person or entity. Upon transfer
of such Shares to the Purchasers hereunder, the Purchasers will acquire good and
marketable title to such Shares free and clear of any lien, pledge, encumbrance,
charge, security interest, claim or right of another.

     

    3.2       No Seller Defaults.
Neither the execution and delivery of this Agreement, nor the consummation of
the transaction contemplated hereby, violates any statute, ordinance,
regulation, order, judgment or decree of any court or governmental agency, or
conflicts with, or will result in any breach of, any of the terms of, or
constitute a default under or result in the termination of, or the creation of,
any lien upon the Shares to be sold by each Seller pursuant to the terms of any
contract or agreement to which such Seller is a party or by which such Seller or
any of his, her or its respective assets is bound.

     

    3.3       Obligations;
Authorizations. Each of the Sellers is not (i) in violation of any
judgment, order, injunction, award or decree which is binding on him, her or it,
or any of his, her or its assets, properties, operations or business which
violation, by itself or in conjunction with any other such violation, would
materially and adversely affect the consummation of the transaction contemplated
hereby; or (ii) in violation of any law or regulation or any other requirement
of any governmental body, court or arbitrator relating to him, her or it, or to
his, her or its assets, operations or businesses which violation, by itself or
in conjunction with other violations of any other law, regulation or other
requirement, would materially adversely affect the consummation of the
transaction contemplated hereby.

     

    3.4       Consents. All
requisite consents of third parties, including, but not limited to, governmental
or other regulatory agencies, federal, state or municipal, required to be
received by or on the part of the Sellers for the execution and delivery of this
Agreement and the performance of their respective obligations hereunder have
been obtained and are in full force and effect. Each of the Sellers has fully
complied with all conditions of such consents.

     

    3.5       No Shareholder Loans or
Other Company Debt to Seller.  Each of the Sellers, if
applicable, has cancelled any loans made by such Seller to the Company otherwise
unrepaid on the date of this Agreement. In addition, each of the Sellers
confirms hereby that nothing is owed to the Sellers by the Company on the date
of this Agreement for loans made or otherwise.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    3.6       No Other
Representations. Except as specifically set forth herein, each of the
Sellers makes no representations or warranties with respect to the Company, its
financial status, earnings, assets, liabilities, corporate status or any other
matter.

     

    3.7       Voluntary Nature of
Transaction. The sale by each of the Sellers to the Purchasers of the
Shares is made freely and voluntarily by such Seller. Each of the Sellers, in
selling the Shares to the Purchasers, is not acting under fraud, duress, menace,
or undue influence.

     

    
      	 
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES OF PURCHASERS.

            


    

     

    Each of
the Purchasers represents and warrants and covenants to and with the Sellers as
an inducement to the Sellers to enter into this Agreement and to consummate the
transaction contemplated hereby as follows:

     

    4.1           Power and
Authority.  Each of the Purchasers is authorized to execute and
deliver this Agreement, and any other agreement or instrument contemplated by
this Agreement, and to consummate the transaction and to perform such
obligations contemplated hereby and thereby.

     

    4.2           Legal and Authorized
Transaction; Authority: No Breach. The execution and delivery by the
Purchasers of this Agreement and any other agreement or instrument contemplated
by this Agreement, and the consummation of the transaction contemplated hereby
and thereby, requires no specific consent or authority conferred by any third
party. This Agreement, and any such other agreement or instrument, upon
execution and delivery by the Purchasers (and assuming due execution and
delivery hereof and thereof by the other parties hereto and thereto), will
constitute the legal, valid and binding obligation of the Purchasers, in each
case enforceable against the Purchasers in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors’ rights generally and by legal and equitable limitations on the
availability of specific performance and other equitable remedies against the
Purchasers under or by virtue of this Agreement or such other agreement or
instrument. Neither the execution and delivery of this Agreement, or any such
other agreement or instrument by the Purchasers, nor the consummation of the
transaction contemplated hereby or thereby, will (i) violate, conflict with or
result in the breach or termination of, or otherwise give any other contracting
party the right to terminate, or constitute a default under the terms of, any
mortgage, bond, indenture or material agreement to which the Purchasers are a
party or by which the Purchasers or any of his, her or its property or assets
may be bound or materially affected, (ii) violate any judgment, order,
injunction, decree or award of any court, administrative agency or governmental
body against, or binding upon, the Purchasers or upon the securities, property
or business of the Purchasers, or (iii) constitute a violation by the Purchasers
of any applicable law or regulation of any jurisdiction as such law or
regulation relates to the Purchasers or to the property or business of the
Purchasers.

    4.3       No Litigation, Etc.
There is no material suit, action, or legal, administrative, arbitration or
other proceeding or governmental investigation pending or, to the Purchasers’
best knowledge, threatened against, materially affecting, or which will
materially affect, the property of the Purchasers, or to the Purchasers’ best
knowledge does there exist any basis therefor.

     

    4.4       Accredited Investors;
Investment Intent. Each of the Purchasers is an “accredited investor” as
that term is defined in applicable rules and regulations and is acquiring the
Shares for his or her own account for investment purposes and not with a view to
distribution or resale, nor with the intention of selling, transferring or
otherwise disposing of all or any part of the Shares except in compliance with
all applicable provisions of the Securities Act, the rules and regulations
promulgated by the SEC thereunder, and applicable state securities
laws.  The Shares acquired by the Purchasers from the Majority Holders
are “restricted securities” as that term is defined under Rule 144 of the
Securities Act, and any sales of the Shares made in reliance upon Rule 144 can
be made, among other things, only in limited amounts in accordance with the
terms and conditions of that Rule and will require an opinion of counsel
satisfactory to the Company and Company’s counsel that registration is not
required under the Securities Act or state securities laws.  Each of
the Purchasers is familiar with the business and operations of the Company,
acknowledges that the Company is in the developmental stage and is not
profitable. Each of the Purchasers has been offered the opportunity to examine
the books and records of the Company and to discuss its business, operations and
financial condition with officers of the Company.

     

    4.5       Restrictive Legend.
Each of the Purchasers understands that any and all certificates representing
the Shares transferred by the Majority Holders to the Purchasers and any and all
Shares issued in replacement thereof or in exchange therefor shall bear the
following legend, or one substantially similar thereto:

     

    “The
shares represented by this certificate have not been registered under the
Securities Act of 1933 and are “restricted securities” as that term is defined
in Rule 144 under the Act. The shares may not be sold or offered for sale except
pursuant to an effective registration statement under the Securities Act of 1933
or an opinion of counsel for the corporation that registration is not required
under such Act.”

    
       

      4.6       During
the past five years, the Purchasers have not
been:

    

    
    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (1)       Subject
of a petition under the Federal bankruptcy laws or any state insolvency law
filed by or against them, or by a receiver, fiscal agent or similar officer
appointed by a court for their business or property, or any partnership in which
any of them was a general partner at or within two years before the time of such
filing or any corporation or business association of which any of them was an
executive officer at or within two years before the time of such
filing;

     

    (2)       Convicted
in a criminal proceeding or a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);

     

    (3)       The
subject of any order, judgment, or decree not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any of them for, or otherwise limiting, any of the following
activities:

     

    (i)        acting
as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with any such
activity;

     

    (ii)       engaging
in any type of business practice; and

     

    (iii)
     engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any
violation of Federal or State securities law or Federal Commodity
laws.

     

    (4)       The
subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated of any Federal or State authority barring, suspending or otherwise
limiting for more than sixty (60) days either of their right to engage in any
activity described in paragraph (3) (i) above, or be associated with persons
engaged in any such activity.

     

    (5)       Found
by any court of competent jurisdiction in a civil action or by the SEC to have
violated any Federal or state securities law, and the judgment in such civil
action or finding by the Commission has not been subsequently reversed,
suspended or vacated; or

     

    (6)       Found
by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any Federal Commodities Law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.

     

    
      	 
      	
              5.

            	
              COVENANTS
      AND AGREEMENTS OF THE PARTIES.

            


    

     

    5.1        Capital Restructuring
Post-Closing. Sellers specifically acknowledge that the Purchasers may
effect a reverse split, forward split, or any other recapitalization event so
long as such recapitalization event effects all shareholders immediately prior
to the recapitalization on a pro rata basis. Notwithstanding the forgoing,
nothing in this Section 5.1 shall be
deemed to limit the Company’s ability to issue additional shares in connection
with the raising of capital or as incentives to any company employee. Any rights
provided to Sellers pursuant to this Section 5.1, if any,
shall automatically terminate in the event that the Shares purchased herein by
the Purchasers no longer constitute a majority of the outstanding shares of the
Company, either as an individual class or on an as converted basis.

     

    5.2       No Brokers. Each of
the Sellers on the one hand and the Purchasers on the other hand represent and
warrant to the other that each there will be no liability upon the Purchasers
for any broker, finder or similar agent and no person or entity with which each
has had any dealings or communications of any kind is entitled to any brokerage,
finder’s or placement fee or any similar compensation in connection with this
Agreement or the transaction contemplated hereby from the
Purchasers.

     

    5.3       Expenses. Each of the
parties hereto agrees to bear his, her or its own expenses in connection with
the negotiation, preparation, execution and delivery of this Agreement and the
consummation of the transaction contemplated hereby.

     

    5.4       SEC
Filings.  Each of the Purchasers agrees (i) to exercise his or
her best efforts (a) to cause the Company to remain a reporting company under
either Section 12(g) or 15(d) of the Exchange Act and (b) to file all necessary
reports with the SEC and any other regulatory body as required to maintain the
Company as a current reporting Company under the Exchange Act and any other
applicable rules and regulations, (ii) to cause the Company to file with the SEC
a Report on Form 8-K relating to the consummation of the transaction
contemplated hereunder and (iii) to provide the Sellers with one copy of such
Report on Form 8-K as filed pursuant to clause (ii) above.

     

    5.5      
Continuing
Directors. In the interim period between the date hereof and the date of
his resignation, any director or officer of the Company shall be restricted from
causing or making any decision on behalf of the Company to accrue any
liabilities greater than $100 outside the ordinary course of business and shall
also be restricted from opening any bank account on behalf of the
Company.

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    5.6           Cooperation; Further
Assurances.  Each of the parties hereto will cooperate with the
other and execute and deliver to the other parties hereto such other instruments
and documents, provide such other notices or communications and take such other
actions as may be reasonably requested from time to time by any other party
hereto as necessary to carry out the intended purposes of this
Agreement.

    


    
      	 
      	
              6.

            	
              NATURE
      AND SURVIVAL OF REPRESENTATIONS AND
WARRANTIES.

            


    

     

    6.1       Nature of Statements.
All statements contained in any Schedule, certificate or other instruments
delivered by or on behalf of any party hereto pursuant to this Agreement, shall
be deemed representations and warranties by such party.

     

    6.2       Survival of Representations
and Warranties. Regardless of any investigation at any time made by or on
behalf of any party hereto or of any information any party may have in respect
thereof, all covenants, agreements, representations and warranties made
hereunder or pursuant hereto or in connection with the transaction contemplated
hereby shall survive the execution and delivery of this Agreement and continue
in effect through the first anniversary of this Agreement except that the
representations and warranties set forth in Section 3.1 shall
continue in effect until the expiration of the applicable statute of
limitations, and the agreements of indemnity for claims set forth in Sections 7 and 8
shall survive the execution and delivery of this Agreement and continue in
effect for the period during which such claims are enforceable.

     

    
      	 
      	
              7.

            	
              INDEMNIFICATION
      BY THE MAJORITY HOLDERS.

            


    

     

    7.1       Claims Against the
Company. For a period of one year after the Closing, the Majority Holders
(the “Indemnifying Party”) severally and not jointly agree to indemnify the
Purchasers (each an “Indemnified Party”), against any loss, liability, claim,
damage or expense (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever) to which it or
they may become subject arising out of or based on either (i) any breach of or
inaccuracy in any of the representations and warranties or covenants or
conditions made by the Majority Holders herein in this Agreement; or (ii) any
and all liabilities arising out of or in connection with: (A) any of the assets
of the Company prior to the Closing; or (B) the operations of the Company prior
to the Closing.

     

    7.2       Claims Against the
Company. The Indemnifying Party shall indemnify and hold the Purchasers
harmless from and against any loss, damage or expense (including reasonable
attorneys’ fees) caused by or arising out of any claim made against the
Company:

    


    (i)        for
any foreign, Federal, state or local tax of any kind arising out of or by reason
of the existence or operations of the Company prior to the date of this
Agreement;

     

    (ii)
      in respect of transactions occurring prior
to the date of this Agreement arising under the Securities Act, the Exchange
Act, or any state blue sky or securities law;

     

    (iii)
     in respect of any salary, bonus, wages or other
compensation of any kind owed by the Company to its employees for services
rendered on or prior to the date of this Agreement;

     

    (iv)      for
any damages to the environment caused by or arising out of any pollution
resulting from or otherwise attributable to the operation of the business of the
Company prior to the date of this Agreement;

     

    (v)
      in respect of any payable of the Company to
the Sellers incurred prior to the date of this Agreement; and

     

    (vi)
     in respect of any liability or indebtedness for
borrowed money or otherwise incurred on or before the date of this Agreement
except as provided in Section 2.11
hereof.

     

    7.3       Other Matters. The
Indemnifying Party shall indemnify and hold the Purchasers harmless from and
against any loss, damage or expense (including reasonable attorneys’ fees)
caused by or arising out of (i) any breach or default in the performance by
Sellers of any covenant or agreement of Sellers contained in this Agreement,
(ii) any breach of warranty or inaccurate or erroneous representation made by
Sellers herein or in any Schedule, certificate or other instrument delivered by
or on behalf of Sellers pursuant hereto, and (iii) any and all actions, suits,
proceedings, claims, demands, judgments, costs and expenses (including
reasonable legal and accounting fees) incident to any of the
foregoing.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      	 
      	
              8.

            	
              INDEMNIFICATION
      BY THE PURCHASERS.

            


    

     

    8.1       Claims Against
Sellers. For a period of one year after the Closing, each of the
Purchasers severally and not jointly agree to indemnify and hold harmless
Sellers from and against all loss, damage or expense (including reasonable
attorneys’ fees) caused by or arising out of (i) any breach or default in the
performance by the Purchasers of any covenant or agreement of the Purchasers
contained in this Agreement, (ii) any breach of warranty or inaccurate or
erroneous representation made by the Purchasers herein or in any certificate or
other instrument delivered by or on behalf of the Purchasers pursuant hereto and
(iii) any and all actions, suits, proceedings, claims, demands, judgments, costs
and expenses (including reasonable legal and accounting fees) incident to the
foregoing.

     

    
      	 
      	
              9.

            	
              NOTICE
      AND OPPORTUNITY TO DEFEND.

               

            


    

    9.1       Participation.
Promptly after the receipt by the Purchasers or the Sellers of notice of any
action, proceeding, claim or potential claim (any of which is hereinafter
individually referred to as a “Circumstance”) which could give rise to a right
to indemnification under this Agreement, the Indemnified Party shall give prompt
written notice to the party or parties who may become obligated to provide
indemnification hereunder; i.e., the Indemnifying Party.
Such notice shall specify in reasonable detail the basis and amount, if
ascertainable, of any claim that would be based upon the Circumstance. The
failure to give such notice promptly shall relieve the Indemnifying Party of its
indemnification obligations under this Agreement, unless the Indemnified Party
establishes that the Indemnifying Party either had knowledge of the Circumstance
or was not prejudiced by the failure to give notice of the Circumstance. The
Indemnifying Party shall have the right, at its option, to compromise or defend
the claim, at its own expense and by its own counsel, and otherwise control any
such matter involving the asserted liability of the Indemnified Party, provided
that any such compromise or control shall be subject to obtaining the prior
written consent of the Indemnified Party which consent shall not be unreasonably
withheld. An Indemnifying Party shall not be liable for any costs of settlement
incurred without the written consent of the Indemnifying Party. If any
Indemnifying Party undertakes to compromise or defend any asserted liability, it
shall promptly notify the Indemnified Party of its intention to do so, and the
Indemnified Party agrees to cooperate fully with the Indemnifying Party and its
counsel in the compromise of or defense against any such asserted liability. All
costs and expenses incurred in connection with such cooperation shall be borne
by the Indemnifying Party, provided such costs and expenses have been previously
approved by the Indemnifying Party. In any event, the Indemnified Party shall
have the right at its own expense to participate in the defense of an asserted
liability. 

    
       

      
        	 
      	
                10.

              	
                      
                  MISCELLANEOUS.

                

              


      

    

    
      	 
      	
               

            	
               

            


    

    10.1.     Successors and
Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns. No assignment of this Agreement or of any rights hereunder shall
relieve the assigning party of any of its obligations or liabilities
hereunder.

     

    10.2     Resignation as Director of
the Company. The Sellers shall deliver or cause to be delivered to the
Purchasers a letter of resignation from each of the directors listed in Schedule 2.10
attached hereto, subject to Section 14(f) of the Exchange Act, whereby the
directors resign as members of the Board of Directors of the
Company.  An Information Statement in connection with the intended
appointment of one or more new members of the Company’s Board of Directors shall
thereafter be mailed to shareholders of the Company pursuant to Section 14(f) of
the Exchange Act and Rule 14(f)(1) thereunder, if applicable.

    


    10.3     Notices. All notices
or other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand, sent
prepaid overnight by Federal Express or the like, in writing, or mailed first
class, postage prepaid, by certified mail, return receipt requested as
follows:

     

    
      	 
      	
              (a)

            	
              If
      to Sellers, as follows:

            


    

     

                 Michel and
Yamit Lemoine

                 785 N.E.
83rd
Terrace

                 Miami,
Florida 33138

    


                 Talles
Investments, Inc.

                 7567 Imperial
Dr., Unit 502

                 Boca Raton,
Florida 33433

    


                 H. Bradley
Ress

                 6425 Brava
Way

                 Boca Raton,
Florida  33433

    


                 Steve
Kravitz

                 9595 Collins
Avenue, Unit 1006

                 Surfside,
Florida  33154

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

                 Joseph R.
Pierre-Louis

                 17621 N.E.
7th
Ave

                 Miami,
Florida  33127

    


    
      	 
      	
              (b)

            	
              If
      to Purchasers, as follows:

            


    

     

                 Bobby Smith,
Jr.

                 100 Four Star
Lane

                 Odenville,
Alabama 35120

    


                 Frances
Mize

                 100 Four Star
Lane

                 Odenville,
Alabama 35120

     

    or in any
case to such other address or addresses as hereafter shall be furnished as
provided in this Section 10.3 by any
of the parties hereto to any other party hereto.

     

    10.4     Waiver; Remedies. No
delay on the part of the Sellers or the Purchasers in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of Sellers or the Purchasers of any right, power or privilege
hereunder operate as a waiver of any other right, power or privilege hereunder,
nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise of any other right, power or
privilege hereunder. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies which the parties hereto may
otherwise have at law or in equity.

     

    10.5     Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements or
understandings of the parties relating thereto.

     

    10.6     Amendment. This
Agreement may be modified or amended only by written agreement of the parties
hereto.

     

    10.7     Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute a single
instrument. Any signature page to be given hereunder shall be in writing and
shall be effective upon hand delivery by electronic mail or
facsimile.

     

    10.8     Governing Law; Venue.
This Agreement shall be governed and construed in accordance with the laws of
the State of Florida applicable to contracts made and to be performed entirely
within the State of Florida.  Each party irrevocably and
unconditionally: (a) agrees that any legal proceeding relating to this Agreement
must be brought in the state courts in Miami, Florida, or the United States
District Court for the Southern District of Florida; (b) consents to the
jurisdiction of each such court in any suit, action or proceeding; (c) waives
any objection which it may have to the laying of venue of any proceeding in any
such court; and (d) agrees that service of any court paper may be effected on it
by mail, or in such other manner as may be provided under applicable laws or
court rules in the State of Florida.

     

    10.9     Captions. All section
titles or captions contained in this Agreement, in any Schedule referred to
herein or in any Exhibit attached hereto are for convenience only, shall not be
deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement.

     

    
 

    [SIGNATURES
CONTINUED ON THE FOLLOWING PAGE]

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered on the day
and year first above written.

    


     

    
      	
              SELLERS:

            	
              PURCHASERS:

            


    

     

    
      	
              TALLES
      INVESTMENTS, INC.

               

              
                By: /s/ Ellen
      Talles

                Ellen Talles,
      President                                                                  

                


                /s/ Michel
      Lemoine                                                      

                MICHEL
      LEMOINE

              

            	
               

              /s/ Bobby Smith, Jr.

              BOBBY
      SMITH, JR.

               

              /s/ Frances
      Mize
FRANCES
      MIZE

            


    

     

    


    
      /s/ Yamit
Lemoine                                                      

    

    YAMIT
LEMOINE

    


    


    /s/ Steve
Kravitz                                                                

    STEVE
KRAVITZ

    


    


    /s/ Joseph R.
Pierre-Louis                                                                

    JOSPEH R.
PIERRE-LOUIS

    
      	 
      	 
      


    

    
      /s/ H. Bradley Ress

      H. BRADLEY RESS

    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    


    LIST OF
SELLERS

     

    
      
        	
                 

              	 	
                Shares of Common Stock

              	 
	Sellers	 	
                Frances Mize

              	 	 	
                Bobby Smith, Jr.

              	 
	 
      	 	 	 	 	 	 
	
                Talles
      Investments, Inc.

              	 	 	1,292,298	 	 	 	3,397,659	 
	 
      	 	 	 	 	 	 	 	 
	
                Yamit
      Lemoine

              	 	 	975,000	 	 	 	-	 
	 
      	 	 	 	 	 	 	 	 
	
                Michel
      Lemoine

              	 	 	88,278	 	 	 	-	 
	 
      	 	 	 	 	 	 	 	 
	
                Steve
      Kravitz

              	 	 	25,000	 	 	 	-	 
	 
      	 	 	 	 	 	 	 	 
	
                Joseph
      R. Pierre-Louis

              	 	 	25,000	 	 	 	-	 
	 
      	 	 	 	 	 	 	 	 
	
                H.
      Bradley Ress

              	 	 	25,000	 	 	 	 -	 
	 
      	 	 	 	 	 	 	 	 
	
                 

              	 	 	2,430,576	 	 	 	3,397,659	 


      

    

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

     

    ARTICLES
OF INCORPORATION

    


    OF

    


    DRAGON’S
LAIR HOLDINGS, INC.

    


    


    ARTICLE
1

    NAME

     
 

    The name of the Corporation is
DRAGON’S LAIR HOLDINGS, INC.

    


    ARTICLE
2

    PURPOSE

    


    The purpose or purposes of the
Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the Florida Business Corporation
Act.

    


    ARTICLE
3

    CAPITAL
STOCK

    


    Section 1.  The Corporation
shall be authorized to issue 115,000,000 shares of capital stock, of which
100,000,000 shares shall be common stock, no par value per share (“Common
Stock”), and 15,000,000 shares shall be preferred stock, par value $.001 per
share (“Preferred Stock”).

    


    Section 2. The Preferred Stock may be
issued from time to time in one or more series. The Board of Directors of the
Corporation (the “Board of Directors”) is hereby authorized to provide for the
issuance of shares of Preferred Stock in series and to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, privileges, preferences and rights of the shares of each
such series and the qualifications, limitations and restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to,

    determination
of the following:

    


    (a)           the
designation of the series, which may be by distinguishing number, letter or
title;

    


    (b)           the
number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then
outstanding);

    


    (c)           whether
dividends, if any, shall be cumulative or noncumulative, and, in the case of
shares of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on the shares of
such series shall be cumulative;

     
 

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (d)           the
rate of any dividends (or method of determining such dividends) payable to the
holders of the shares of such series, any conditions upon which such dividends
shall be paid and the date or dates or the method for determining the date or
dates upon which such dividends shall be payable;

    


    (e)           the
price or prices (or method of determining such price or prices) at which, the
form of payment of such price or prices (which may be cash, property or rights,
including securities of the same or another corporation or other entity) for
which, the period or periods within which and the terms and conditions upon
which the shares of such series may be redeemed, in whole or in part, at the
option of the Corporation or at the option of the holder or holders thereof or
upon the happening of a specified event or events, if any;

    


    (f)           the
obligation, if any, of the Corporation to purchase or redeem shares of such
series pursuant to a sinking fund or otherwise and the price or prices at which,
the form of payment of such price or prices (which may be cash, property or
rights, including securities of the same or another corporation or other entity)
for which, the period or periods within which and the terms and conditions upon
which the shares of such series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;

    


    (g)           the
amount payable out of the assets of the Corporation to the holders of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution, reorganization or winding up of the affairs of the
Corporation;

    


    (h)           provisions,
if any, for the conversion or exchange of the shares of such series, at any time
or times at the option of the holder or holders thereof or at the option of the
Corporation or upon the happening of a specified event or events, into shares of
any other class or classes or any other series of the same or any other class or
classes of stock, or any other security, of the Corporation, or any other
corporation or other entity, and the price or prices or rate or rates of
conversion or exchange and any adjustments applicable thereto, and all other
terms and conditions upon which such conversion or exchange may be
made;

    


    (i)           restrictions
on the issuance of shares of the same series or of any other class or series, if
any; and

    


    (j)           the
voting rights, if any, of the holders of shares of the series.

    


    Section 3.  Series A Convertible
Preferred Stock.  Series A Convertible Preferred Stock is
hereby created out of the authorized but unissued shares of the authorized
Preferred Stock of the Corporation, such series to be designated Series A
Convertible Preferred Stock and having the voting, dividend, conversion,
priorities, preferences and relative and other rights and qualifications,
limitations and restrictions set

    forth as
follows:

    


    (a)           Designation and
Amount.  500,000 shares of the Corporation’s

    authorized
but undesignated preferred stock shall be designated as Series A

    Convertible
Preferred Stock (the “Series A Convertible Preferred
Stock”).  The

    Series A
Convertible Preferred Stock shall have a stated value of $10.00 per

    share
(the “Original Series A Convertible Issue Price”).

    


                          (b)           Rank.  The
Series A Convertible Preferred Stock shall rank:  (i) junior to any
other class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms senior to the Series A Convertible Preferred
Stock (collectively, the "Senior Securities"); (ii) prior to all of the
Corporation's Common Stock (“Common Stock”); (iii) prior to any class or series
of capital stock of the Corporation hereafter created specifically ranking by
its terms junior to any Series A Convertible Preferred Stock (collectively, with
the Common Stock, “Junior Securities”); and (iv) on parity with any class or
series of capital stock of the Corporation hereafter created specifically
ranking by its terms on parity with the Series A Convertible Preferred Stock
(“Parity Securities”) in each case as to distributions of assets upon
liquidation,

    dissolution
or winding up of the Corporation, whether voluntary or involuntary
(all

    such
distributions being referred to collectively as “Distributions”).

    


    (c)           Dividends.  In
the event any dividend or other distribution payable in cash or other property
(other than shares of Common Stock of the Corporation) is declared on the Common
Stock, each Holder of shares of Series A Convertible Preferred Stock on the
record date for such dividend or distribution shall be entitled to receive per
share on the date of payment or distribution of such dividend or other
distribution the amount of cash or property equal to the cash or property which
would be received by the Holders of the number of shares of Common Stock into
which such share of Series A Convertible Preferred Stock would be converted
pursuant to subsection 3(e) hereof immediately prior to such record
date.

    
       
 

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          



      

    

    
      (d)          
Liquidation
Preference.

    

    


                                    (i)           In
the event of any liquidation, dissolution or winding up of the Corporation
(“Liquidation Event”), either voluntary or involuntary, the Holders of shares of
Series A Convertible Preferred Stock shall be entitled to receive, immediately
after any distributions to Senior Securities required by the Corporation’s
Articles of Incorporation or any Articles of designation, and prior in
preference to any distribution to Junior Securities but in parity with any
distribution to Parity Securities, an amount per share equal to the sum of (i)
$10.00 and (ii) all accrued and unpaid dividends thereon and no more. If upon
the occurrence of such event, and after payment in full of the preferential
amounts with respect to the Senior Securities, the assets and funds available to
be distributed among the Holders of the Series A Convertible Preferred Stock and
Parity Securities shall be insufficient to permit the payment to such Holders of
the full preferential amounts due to the Holders of the Series A Convertible
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Corporation legally available for distribution shall be
distributed among the Holders of the Series A Convertible Preferred Stock and
the Parity Securities, pro rata, based on the respective liquidation amounts to
which the Holders of each such series are entitled by the Corporation's Articles
of Incorporation and any certificate(s) of designation relating
thereto.

     

    (ii)           Upon
the completion of the distribution required by subsection 3(d)(i), if assets
remain in this Corporation, they shall be distributed to holders of Junior
Securities.

    


                        (e)           Conversion. The
record Holders of the Series A Convertible

    Preferred
Stock shall have conversion rights as follows (the “Conversion
Rights”):

    


                                    (i)           Holders Right to
Convert.  Each record Holder of Series A Convertible Preferred
Stock shall be entitled to convert (in multiples of one preferred

    share)
any or all of the shares of Series A Convertible Preferred Stock held
by

    such
Holder at any time into two hundred sixty (260) fully paid and
non-assessable

    share of
Common Stock of the Corporation (the “Conversion Price”) subject to

    adjustment
as set forth below.

     

    (ii)           Mechanics of
Conversion.  Before any holder of Series A Convertible
Preferred Stock shall be entitled to convert the same into shares of
Common

    Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Common Stock, and
shall give written notice to the Corporation (the “Notice of Conversion”) at
such office that he elects to convert the same and shall state therein the
number of shares of Series A Convertible Preferred Stock being
converted.  Thereupon the Corporation shall promptly issue and deliver
at such office to such holder of Series A Convertible Preferred Stock a
certificate or certificates for the number of shares of Common Stock to which he
shall be entitled.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Convertible Preferred Stock to be converted, and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

    


                                    (iii)           Lost or Stolen
Certificates. Upon receipt by the Corporation of evidence of the loss,
theft, destruction or mutilation of any Series A Convertible Preferred Stock
Certificates, and (in the case of loss, theft or destruction) of indemnity or
security reasonably satisfactory to the Corporation and its Transfer Agent, and
upon surrender and cancellation of the Series A Convertible Preferred Stock
Certificate(s), if mutilated, the Corporation shall execute and deliver new
Series A Convertible Preferred Stock Certificate(s) of like tenor and date.
However, Corporation shall not be obligated to re-issue such lost or stolen
Series A Convertible Preferred Stock Certificates if Holder contemporaneously
requests Corporation to convert such Series A Convertible Preferred Stock into
Common Stock.

    


                                    (iv)           No Fractional Shares.
If any conversion of the Series A Convertible Preferred Stock would create a
fractional share of Common Stock to a holder or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon conversion, shall be the next higher
number of shares, or the Corporation may at its option pay cash equal to fair
value of the fractional share based on the fair market value of one share of the
Corporation’s Common Stock on the date of conversion, as determined in good
faith by the Board of Directors.

    


                                    (v)           Reservation of Stock
Issuable Upon Conversion. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the

    Series A
Convertible Preferred Stock, such number of its shares of Common Stock
as shall
from time to time be sufficient to effect the conversion of all then
outstanding
Series A Convertible Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect
the conversion of all then outstanding shares of Series A Convertible
Preferred
Stock, the Corporation will immediately take such corporate action as may
be
necessary to increase its authorized but unissued shares of Common Stock to
such
number of shares as shall be sufficient for such purpose.

    
       
 

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          



      

    

                                    (vi)           Adjustment to Conversion
Price.

    


                                               (A)            Adjustment Due to Stock
Split, Stock Dividend, Etc. If, prior to the conversion of all of the
Series A Convertible Preferred Stock, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event, the
Conversion Price and number of shares of Common Stock issuable on conversion
shall be proportionately reduced, or if the number of outstanding shares of
Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Conversion Price shall be proportionately
increased.

     

    (B)            Adjustment Due to Merger,
Consolidation, Etc. If, prior to the conversion of all Series A
Convertible Preferred Stock, there shall be any merger, consolidation, exchange
of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Corporation shall be changed into the
same or a different number of shares of the same or another class or classes of
stock or securities of the Corporation or another entity (each a “Business
Combination Event”), then the Holders of Series A Convertible Preferred Stock
shall thereafter have the right to receive upon conversion of Series A
Convertible Preferred Stock, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities and/or other assets
which the Holder would have been entitled to receive in such transaction had the
Series A Convertible Preferred Stock been converted immediately prior to such
transaction, and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holders of the Series A Convertible
Preferred Stock to the end that the provisions hereof (including, without
limitation, provisions for the adjustment of the Conversion Price and of the
number of shares issuable upon conversion of the Series A Convertible Preferred
Stock) shall thereafter be applicable, as nearly as may be practicable in
relation to any securities thereafter deliverable upon the exercise
hereof.

    


                                               (C)            No Fractional Shares.
If any adjustment under this subsection 3(e)(vi) would require the issuance of a
fractional share of Common Stock to a holder, such fractional share shall be
disregarded and the number of shares of Common

    Stock
issuable upon conversion shall be the next higher full number of
shares.

    


    (f)           Voting
Rights.  To the extent that under Florida Law the vote of the
Holders of the Series A Convertible Preferred Stock, voting separately as a
class, is required to authorize a given action of the Corporation, the
affirmative vote or consent of

    the
Holders of at least a majority of the shares of the Series A Convertible
Preferred Stock represented at a duly held meeting at which a quorum is present
or by written consent of a majority of the shares of Series A Convertible
Preferred Stock (except as otherwise may be required under Florida Law) shall
constitute the approval of such action by the class. The Holders of the Series A
Convertible Preferred Stock are entitled to vote on all matters with the holders
of the Corporation's Common Stock, voting together as one class. Each share of
Series A Convertible Preferred Stock shall be entitled to a number of votes
equal to the number of shares of Common Stock into which it is then convertible
using the record date for the taking of such vote of stockholders as the date as
of which the Conversion Rate is calculated.  Holders of the Series A
Convertible Preferred Stock shall be entitled to notice of all shareholder
meetings or written consents with respect to which they would be entitled to
vote, which notice would be provided pursuant to the Corporation’s by-laws and
applicable statutes.

    


                          (g)           Status of Converted
Stock.  Any shares of Series A Convertible Preferred Stock
which have not been issued within two years following the filing of these
Articles or which have been redeemed or converted shall return to the status of
authorized but unissued Preferred Stock of no designated series.

     
 

    ARTICLE
4

    RIGHT
TO AMEND OR REPEAL ARTICLES

    


    The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles of
Incorporation or any amendment hereto, in the manner now or hereafter prescribed
by statute, and all rights and powers herein conferred on shareholders are
granted subject to this reserved power.

    
       
 

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          



      

    

    ARTICLE
5

    INDEMNIFICATION
OF DIRECTORS, OFFICERS AND

    OTHER
AUTHORIZED REPRESENTATIVES

    


    Section 1.  Indemnification.  The
Corporation shall indemnify its officers, directors, employees and agents
against liabilities, damages, settlements and expenses (including attorneys’
fees) incurred in connection with the Corporation's affairs, and shall advance
such expenses to any such officers, directors, employees and agents, to the
fullest extent permitted by law. The right to indemnification and the payment of
expenses shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaw, agreement, vote of

    shareholders
or disinterested Directors or otherwise.

    


    Section 2.  Effect of
Modification.  Any repeal or modification of any provision of
this Article 5 by the shareholders of the Corporation shall not adversely affect
any right to protection of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification.

    


               Section
3.  Liability
Insurance.  The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent to another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against liability under the provision of this Article
5.

    


               Section
4.  No
Rights of Subrogation.  Indemnification hereunder and under the
Bylaws shall be a personal right and the Corporation shall have no liability
under this Article 5 to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of such person) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder or under the Corporation’s Bylaws.

    


    


    ARTICLE
6

    SEVERABILITY

    


    In the event any provision (including
any provision within a single article, section, paragraph or sentence) of these
Articles should be determined by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, the remaining provisions
and parts hereof shall not be in any way impaired and shall remain in full force
and effect and enforceable to the fullest extent permitted by law.

    


    ARTICLE
7

    PRINCIPAL
OFFICE, REGISTERED OFFICE, REGISTERED AGENT

    


    The address of the principal office of
this Corporation is: 785 N.E. 83rd
Terrace, Miami, Florida 33138.  The address of the initial registered
office of this Corporation is 854 NE 78th
Street, Boca Raton, Florida 33487, and the name of the initial registered agent
of this Corporation at that address is Michael H. Hoffman, Esq.  The
undersigned is familiar with and accepts the duties and obligations as
registered agent for this Corporation.

    


    ARTICLE
8

    INCORPORATOR

    


               The
name and address of the person signing these Articles is Michael H. Hoffman, 854
NE 78th
Street, Boca Raton, Florida 33487.

    

       
 

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
9

    ELECTIONS

    


    The Corporation expressly elects not to
be governed by Section 607.0901 of the Florida Business Corporation Act, as
amended from time to time, related to affiliated transactions. The corporation
expressly elects not to be governed by Section 607.0902 of the Florida Business
Corporation Act, as amended from time to time, related to control share
acquisitions.

    


    


    IN WITNESS THEREOF, the
undersigned subscriber has executed these Articles of Incorporation on this
4th day
of October, 2007.

    


    


     /s/ Michael H.
Hoffman                                                       

                                                                                    
 Michael H. Hoffman

    Incorporator and Registered
Agent

    


    


     

     
 

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
C

    


    BYLAWS

    OF

    DRAGON’S
LAIR HOLDINGS, INC.

    (A
FLORIDA CORPORATION)

    


    ARTICLE
I

    SHARE
CERTIFICATES

    


    1.1           Issue of
Certificates. The shares of Dragon’s Lair Holdings, Inc., a Florida
corporation (the “Corporation”), shall be represented by certificates, provided
that the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates (and upon request
every holder of uncertificated shares) shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board, or the
Chief Executive Officer, President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate
form.

    


    1.2           Legends for Preferences and
Restrictions on Transfer.  The designations, relative rights,
preferences and limitations applicable to each class of shares and the
variations in rights, preferences and limitations determined for each series
within a class (and the authority of the Board of Directors to determine
variations for future series) shall be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the Corporation will furnish the shareholder a full statement
of this information on request and without charge.  Every certificate
representing shares that are restricted as to the sale, disposition, or transfer
of such shares shall also indicate that such shares are restricted as to
transfer, and there shall be set forth or fairly summarized upon the
certificate, or the certificate shall indicate that the Corporation will furnish
to any shareholder upon request and without charge, a full statement of such
restrictions.  If the Corporation issues any shares that are not
registered under the Securities Act of 1933, as amended, or not registered or
qualified under the applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:

    


    “THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY
APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO
THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION
IS NOT REQUIRED.”

    


                   
1.3           Facsimile
Signatures.  Any and all signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.

    


    1.4           Lost Certificates.
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.

    


    1.5.           Transfer of
Shares.  Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

    


    1.6.           Registered
Shareholders.  The Corporation shall be entitled to recognize
the exclusive rights of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Florida.

    
       
 

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          



      

    

    ARTICLE
II

    MEETINGS
OF SHAREHOLDERS

    


    2.1           Annual
Meeting.  The annual meeting of the shareholders of the
Corporation shall be held sixty (60) days after the receipt of the financial
statements of the preceding fiscal year at a place designated by the Board of
Directors of the Corporation. The annual meeting of the shareholders for any
year shall be held no later than thirteen (13) months after the last preceding
annual meeting of shareholders. Business transacted at the annual meeting shall
include the election of directors of the Corporation.

    


                  
 2.2           Special
Meetings.  Special meetings of the shareholders shall be held
when directed by the Chairman of the Board, Chief Executive Officer, President
or the Board of Directors.  The call for the meeting shall be issued
by the secretary, unless the Chairman of the Board, Chief Executive Officer,
President or the Board of Directors shall designate another person to do
so.

    


                  
 2.3           Place.  Both
annual and special meetings of shareholders may be held

    within or
without the State of Florida.

    


                   
2.4           Notice.  Written
notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) nor more than sixty (60) days before the
meeting, either personally or by first class mail, by or at the direction of the
president, the secretary or the officer or the person calling the meeting to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it

    appears
on the stock transfer books of the Corporation, with postage thereon
prepaid.

    


    2.5           Notice of Adjourned
Meeting.  When a meeting is adjourned to another

    time or
place, it shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at the
meeting to which the adjournment is taken, and at the adjournment meeting, any
business may be transacted that might have been transacted on the original date
of the meeting.  If, however, after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.

    


    2.6           Closing of Transfer Books
and Fixing Record Date.  For the purpose

    of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60)
days.  If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.

    


    In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any determination of shareholders, such date in any case to be not more than
sixty (60) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.

    


    If the stock transfer books are not
closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

    


    Once a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the Board of Directors fixes a new record date for the adjourned
meeting.

    


    2.7           Shareholder Quorum and
Voting.  The majority of the shares entitled

    to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a specified item of business is required to be voted on by a
class or series of stock, a majority of the shares of such class or series shall
constitute a quorum for the transaction of such items of business by that class
or series.

    
       
 

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          



      

    

    If a quorum is present, an affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders unless otherwise
provided by law.

    


    After a quorum has been established at
the shareholders' meetings, the subsequent withdrawal of shareholders, so as to
reduce the number of shareholders entitled to vote at the meeting below the
number required for a quorum, shall not affect the validity of any action taken
at the meeting or any adjournment thereof.

    


    2.8           Conduct of
Meeting.  The meeting of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting, the chairman of the board, if any; the president; a vice president;
or, if none of the foregoing is in office, present and acting, by a chairman to
be chosen by the shareholders. The secretary of the Corporation, or in his
absence, an assistant secretary, shall act as secretary of every meeting, but if
neither the secretary nor an assistant secretary is present, the chairman of the
meeting shall appoint a secretary of the meeting.

    


    2.9           Voting of
Shares.  Except as otherwise provided in the Articles
of

    Incorporation,
each outstanding share, regardless of class, shall be entitled to one (1) vote
on each matter submitted to a vote at the meeting of
shareholders.  Treasury shares, shares of stock of this Corporation
owned by another corporation (the majority of the voting stock of which is owned
or controlled by this Corporation), and shares of stock of this Corporation held
by it in a fiduciary capacity shall not be voted, directly or indirectly, at any
such meeting and shall not be counted in determining the total number of
outstanding shares at any given time.

    


    A shareholder may vote either in person
or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.

    


    At each election for directors, every
shareholder entitled to vote at election shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as there are
directors to be elected at that time and for whose election he has a right to
vote.

    


    Such shareholder shall not have the
right to accumulate his votes by giving one candidate as many votes as the
number of directors to be elected at that time multiplied by the number of his
shares, or by distributing such votes on the same principle among any number of
such candidates.

    


    Shares standing in the name of another
corporation, domestic or foreign, may be voted by the officer, agent or proxy
designated by the bylaws of the corporate shareholder; or in the absence of any
applicable bylaws, by such person as the Board of Directors of the corporate
shareholder may designate. Proof of such designation may be made by presentation
of a certified copy of the bylaws or other instrument of the corporate
shareholder. In the absence of any such designation, or in the case of
conflicting designation by the corporate shareholder, the chairman of the board,
president, any vice president, secretary and treasurer of the corporate
shareholder shall be presumed to possess, in that order, authority to vote such
shares.

    


    Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name.

    


    Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority so to do be continued in an appropriate order of the court
by which such receiver was appointed.

    


    A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter, the pledgee or his nominee shall
be entitled to vote the shares so transferred.

    


    On and after the date on which written
notice of redemption or redeemable shares has been mailed to the holders thereof
in a sum sufficient to redeem such shares has been deposited with a bank or
trust company with irrevocable instruction and authority to pay the redemption
price to the holders thereof upon surrender of certificates therefore, such
shares shall not be entitled to vote on any matter and shall not be deemed to be
outstanding shares.

    


               2.10           Proxies.  Every
shareholder entitled to vote at a meeting of shareholders or to express consent
or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact
may authorize another person or persons to act for him by proxy.

    
       
 

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          



      

    

    Every proxy must be signed by the
shareholder or his attorney-in-fact.  A signed proxy is presumed
valid. No proxy shall be valid after the expiration of eleven (11) months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.

    


    The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the shareholder who
executed the proxy unless, before the authority is exercised, written notice of
an adjudication of such incompetence or such death is received by the corporate
officer responsible for maintaining the list of shareholders.

    


    If a proxy for the same shares confers
authority upon two or more persons and does not otherwise provide, a majority of
them present at the meeting, or if only one is present, then that one may
exercise all the powers conferred by the proxy; but if the proxy holders present
at the meeting are equally divided as to the right and manner of voting in any
particular case, the voting of such shares shall be prorated.

    


    If a proxy expressly provides, any
proxy holder may appoint in writing a substitute to act in his
place.

    


    2.11           Action by Shareholders
Without a Meeting. Any action required by law, these Bylaws or the
Articles of Incorporation of this Corporation, to be taken at any annual or
special meeting of shareholders of the Corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken
without a meeting, without prior notice and without vote, if a consent in
writing setting forth the action so taken shall be signed by the shareholders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon as a class, such written consent shall be required by
the holders of a majority of the shares of each class of shares entitled to vote
as a class thereon and of the total shares entitled to vote
thereon.

    


    Within ten (10) days after obtaining
such authorization by written consent, notice shall be given to those
shareholders who have not consented in writing. The notice shall fairly
summarize the material features of the authorized action and, if the action be a
merger, consolidation or sale or exchange of assets for which the dissenters’
rights are provided for by law, the notice shall contain a clear statement of
the right of shareholders dissenting therefrom to be paid the fair value of
their shares upon compliance with the

    further
provisions of law regarding the rights of dissenting shareholders.

    


    ARTICLE
III

    DIRECTORS

    


    3.1           Function.  All
corporate powers shall be exercised by or under the

    authority
of, and the business and affairs of the Corporation shall be
managed

    under the
direction of the Board of Directors (“Board” or “Board of
Directors”).

    


    3.2           Qualification.  Directors
need not be residents of this state or shareholders of this
Corporation.

    


    3.3           Compensation.  The
Board of Directors shall have the authority to fix the compensation of
directors.

    


    3.4           Duties of
Directors.  A director shall perform his duties as a director,
including his duties as a member of any committee of the Board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such care as an ordinarily prudent person
in a like position would use under similar circumstances.

    


    In performing his duties, a director
shall be entitled to rely on Information, opinions, reports or statements,
including financial statements and other financial data, in each case prepared
or presented by:

    


    (a)           One
or more officers or employees of the Corporation whom the director reasonable
believes to be reliable and competent in the matter presented;

     
 

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    


    (b)           Counsel,
public accountants or other persons as to matters which the director reasonable
believes to be within such person’s professional or expert competence;
or

    


    (c)           A
committee of the Board upon which he does not serve, duly designated in
accordance with the provisions of the Articles of Incorporation or the Bylaws,
as to matters within its designated authority, which committee the director
reasonable believes to merit competence.

    


    A director shall not be considered to
be acting in good faith if he has knowledge of the matter in question that would
cause such reliance described above to be unwarranted.

    


    A person who performs his duties in
compliance with this section shall have no liability by reason of being or
having been a director of this Corporation.

    


    3.5           Number.  This
Corporation shall have a minimum of four (4) directors

    and a
maximum of eleven (11) directors. The number of directors may be increased or
decreased from time to time by amendment to these Bylaws, but no decrease shall
have the effect of shortening the terms of any incumbent director.

    


    3.6           Election and
Term.  Each person named in the Articles of Incorporation or by
the Incorporator as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until a successor shall have
been elected and qualified or until his earlier resignation, removal from office
or death.

    


    At the first annual meeting of the
shareholders and at each annual meeting thereafter, the shareholders shall elect
directors to hold office until the next succeeding annual meeting. Each director
shall hold office for the term for which he is elected and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office or death.

    


                    3.7           Vacancies.  Any
vacancies occurring in the Board of Directors, including any vacancy created by
reason of an increase in the number of directors, may be filled by the
affirmative vote of the majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the
shareholders.

    


    3.8           Removal of
Directors.  At a meeting of the shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

    


    3.9           Quorum in
Voting.  A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

    


    3.10           Board
Committees.  The Board of Directors may, by resolution adopted
by a majority of the Board, designate and appoint one or more of the following
committees, which shall be comprised of member so the Board of
Directors:

    


    (a)           Executive
Committee.  The Board of Directors may elect from among its
members an Executive Committee to whom may be delegated, from time to time and
until further order of the Board of Directors, any or all of the powers of said
Board in connection with the affairs of the Corporation.

    


    (b)           Standing and Other
Committees.  The Board of Directors may appoint standing or
such other committees of directors, officers or otherwise as deemed desirable
including, but not limited to: (1) Nominating Committee; (2) Finance Committee;
(3) Audit Committee; (4) Compensation Committee.

    


    Standing committees shall have the
responsibilities and duties as set forth by the Board and shall have their
members appointed by the Board of Directors from within or without its own
membership, at any meeting held for that purpose. In every case, standing
committees shall be subject to the general supervision of the Board of Directors
to whom each of them shall make a report not less often than annually,
containing such recommendations as its membership deems necessary, appropriate
or desirable. Other committees, temporary or continuing, shall act with respect
to such special or general problems as the Board of Directors may, from time to
time, determine. Any or all of such other committee or committees may be
terminated at any time by the Board of Directors.

    
       
 

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          



      

    

    3.11           Place of
Meetings.  Regular and special meetings by the Board of
Directors may be held within or without the State of Florida. Meeting shall be
held at such place as shall be fixed by the Board.

    


    3.12           Time, Notice and Call of
Meetings.  Regular meetings of the Board of Directors shall be
held immediately following the annual shareholders meeting. Written notice of
the time and place of special meetings of the Board of Directors shall be given
to each director by either personal delivery, facsimile, telegram or cablegram
at least two (2) days before the meeting or by notice mailed to the director at
least five (5) days before the meeting.

    


    Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of notice either
before or after the meeting.  Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and waiver of any and all
obligations to the place of the meeting, the time of the meeting or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened.

    


    Neither the business to be transacted
at nor the purpose of any regular or special meeting of the Board of Directors
need be specified in the notice of waiver of notice of such
meeting.

    


    A majority of the directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place.  Notice of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.

    


    Meetings of the Board of Directors may
be called by the chairman of the board, by the president of the Corporation or
by any one or more directors.

    


    Members of the Board of Directors may
participate in a meeting of such Board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time.  Participation by
such means shall constitute presence in person at a meeting.

    


    3.13           Action Without a
Meeting.  Any action required to be taken at a meeting of the
directors of the Corporation, or any action which may be taken at a meeting of
the directors or a committee thereof, may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, signed by all of
the directors or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the Board or of the
committee.  Such consent shall have the same effect as a unanimous
vote.

    


    


    ARTICLE
IV

    INDEMNIFICATION

    


    4.1           Indemnification.  Each
person who at any time is, or shall have been, a director, officer, employee or
agent of the Corporation, and is threatened to be or is made a party of any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or served at the
request of the Corporation as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding to the full extent allowed
under the Florida Statutes and such expenses shall be advanced as incurred upon
receipt of an undertaking to repay such amount if such person is found not to be
entitled to such indemnification pursuant to such Section. The foregoing right
of indemnification shall in no way be exclusive of any other rights or
indemnification to which any such director, officer, employee or agent may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

    
       
 

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          



      

    

    ARTICLE
V

    OFFICERS

    


    5.1           Officers.  The
officers of this Corporation consist of a president, one or more vice
presidents, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person. The
failure to elect a president, vice president, secretary or treasurer shall not
affect the existence of this corporation.

    


    5.2           Duties.  The
officers of the corporation shall have the following duties:

    


    (a)           Chairman of the
Board.  The Chairman of the Board shall preside at all meetings
of the shareholders and the Board of Directors. The Chairman of the Board shall
also serve as the chairman of any executive committee.

    


    (b)           Chief Executive
Officer.  Subject to the control of the Board of Directors, the
Chief Executive Officer, in conjunction with the President, shall have general
and active management of the business of the Corporation, shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall have such powers and perform such duties as may be prescribed by the Board
of Directors. In the absence of the Chairman of the Board or in the event the
Board of Directors shall not have designated a Chairman of the Board, the Chief
Executive Officer shall preside at meetings of the shareholders and the Board of
Directors. The Chief Executive Officer shall also serve as the vice-chairman of
any executive committee.

    


    (c)           President.  Subject
to the control of the Board of Directors, the President, in conjunction with the
Chief Executive Officer, shall have general and active management of the
business of the Corporation and shall have such powers and perform such duties
as may be prescribed by the Board of Directors.  In the absence of the
Chairman of the Board and the Chief Executive Officer or in the event the Board
of Directors shall not have designated a Chairman of the Board and a Chief
Executive Officer shall not have been elected, the President shall preside at
meetings of the shareholders and the Board of Directors. The President shall
also serve as the vice-chairman of any executive committee.

    


    (d)           Vice Presidents. The
Vice Presidents, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of the President and
the Chief Executive Officer, perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
shall prescribe or as the President may from time to time delegate. Executive
Vice Presidents shall be senior to Senior Vice Presidents, and Senior Vice
Presidents shall be senior to all other Vice Presidents.

    


    (e)           Secretary. The
Secretary shall attend all meetings of the shareholders and all meetings of the
Board of Directors and record all the proceedings of the meetings of the
shareholders and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors and shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the
President.

    


    (f)           Chief Financial
Officer. The Chief Financial Officer shall be responsible for maintaining
the financial integrity of the Corporation, shall prepare the financial plans
for the Corporation and shall monitor the financial performance of the
Corporation and its subsidiaries, as well as performing such other duties as may
be prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

    


    (g)           Treasurer. The
Treasurer shall have the custody of corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board
and the Board of Directors at its regular meetings or when the Board of
Directors so requires an account of all his transactions as Treasurer and of the
financial condition of the Corporation. The Treasurer shall perform such other
duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.

    


    (h)           Other Officers; Employees
and Agents. Each and every other officer, employee and agent of the
Corporation shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to such person by the
Board of Directors, the officer so appointing such person or such officer or
officers who may from time to time be designated by the Board of Directors to
exercise such supervisory authority.

     
 

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    


    5.3           Removal of
Officers.  Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby.  Any officer or agent elected by the shareholders may be
removed only by vote of the shareholders, unless the shareholders shall have
authorized the directors to remove such officer or agent.  Any
vacancy, however occurring, in any office may be filled by the Board of
Directors, unless the Bylaws shall have expressly reserved such powers to the
shareholders.  Removal of any officer shall by without prejudice to
the contract rights, if any, of the person so removed; however, election or
appointment of an officer or agent shall not of itself create contract
rights.

    


                    5.4           Compensation of
Officers.  The officers shall receive such salary or
compensation as may be determined by the Board of Directors.

    


    ARTICLE
VI

    BOOKS
AND RECORDS

    


    6.1           Books and
Records.  This Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees of directors.

    


    This Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all the shareholders and the number, or class and series, if any,
of the shares held by each.

    


    Any books, records and minutes may be
in written form or in any other form capable of being converted into written
form within a reasonable time.

    


    6.2           Shareholders’ Inspection
Rights. Any person who shall have been a

    holder of
record of shares or of voting trust certificates therefore at least six (6)
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five percent
(5%) of the outstanding shares of any class or series of the Corporation, upon
written demand stating the purpose thereof, shall have the right to examine, in
person or by agent or attorney, at any reasonable time or times, for any
purposes if relevant, books and records of account, minutes and records of
shareholders and to make extracts therefrom.

    


    6.3           Financial
Information.  Not later than four (4) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing in
reasonable detail the financial conditions of the Corporation as the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.

    


    Upon written request of any shareholder
or holder of voting trust certificates for shares of the Corporation, the
Corporation shall mail to such shareholder or holder of voting trust
certificates a copy of the most recent such filed balance sheet and profit and
loss statement.

    


    The balance sheets and profit and loss
statements shall be filed in the registered office of the Corporation in this
State, shall be kept for at least five (5) years and shall be subject to
inspection during the business hours by any shareholder or holder of voting
trust certificates, in person or by agent.

     

    


    ARTICLE
VII

    GENERAL
PROVISIONS

    


    7.1           Dividends. The Board
of Directors of this Corporation may, from time to time, declare, and the
Corporation may pay, dividends on its shares in cash, property or its own
shares, except when the Corporation is insolvent or when the payment thereof
would be contrary to any restrictions contained in the Articles of Incorporation
and shall be subject to the provisions of Chapter 607, Florida
Statutes.

    
       
 

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          



      

    

    7.2           Reserves.  The
Board of Directors may by resolution create a reserve or reserves out of earned
surplus for any proper purpose or purposes, and may abolish any such reserve in
the same manner.

    


    7.3           Checks.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.

    


    7.4           Fiscal
Year.  The fiscal year of the Corporation shall end on December
31st of each year, unless otherwise fixed by resolution of the Board
of

    Directors.

    


    7.5           Seal.  The
corporate seal shall have inscribed thereon the name

    and state
of incorporation of the Corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner
reproduced.

    


    7.6           Gender.  All
words used in these Bylaws in the masculine gender

    shall
extend to and shall include the feminine and neuter genders.

    


    ARTICLE
VIII

    AMENDMENT

    


    8.1           Amendment.  Except
as otherwise set forth herein, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting.  No such amendment may terminate the right to
indemnification and advancement of expenses provided for herein to any person
covered at any time by such provisions.

    

       
 

      
        
          
          

        

        
          -27-